Uber Health General Terms and Conditions - Canada

These Uber Health General Terms and Conditions ("General Terms" or “Terms”) are hereby accepted and agreed to by the company identified within the Uber Health sign-up process ("Company"), and constitute a legally binding agreement by and between Company and Uber Rasier Canada Inc., a company registered under the laws of Canada (“Uber Health"). These General Terms set forth the terms and conditions under which Company may establish an Uber Health corporate account (“Corporate Account”) and access one or more Uber Health Products, as set forth herein. Company’s access to and use of the Admin Portal in connection with any Uber Health product is subject to these Terms and each applicable Product Addendum, as may be modified or updated by Uber Health from time to time, effective upon posting an updated version of these Terms and/or the applicable Product Addendum on the Uber website. Uber Health will provide Company with notice of any such modifications or updates through the email Uber Health has on file, through the Admin Portal, or by updating the date at the top of these Terms or the applicable Product Addendum. Company is responsible for updating contact information through the Admin Portal and regularly reviewing the Admin Portal, Terms and any applicable Product Addendum for updates and information from Uber Health. Continued use of the Uber Service or any Uber Health Product after any such modifications or updates shall constitute Company’s consent to such changes. Capitalized terms used but not otherwise defined in the Terms shall have the respective meanings ascribed to such terms in the applicable Product Addendum.

THE PARTIES HEREBY AGREE AS FOLLOWS:

1. DEFINITIONS.

The following terms, as may be used in these Terms, shall have the meanings set forth below. Capitalized terms used but not otherwise defined in these Terms shall have the respective meanings ascribed to such terms in the applicable Product Addendum.

“Active User” means an individual with an active personal Uber user account for the Uber Service, the creation of which includes (i) registering with an Uber Affiliate for an account for the Uber Service; and (ii) accepting the End User Terms.

“Admin Portal” means Uber Health’s browser-based online administrative portal for the Health Products.

“Administrator” means an individual employed by Company who is designated as an “administrator” through the Admin Portal and authorized to add, remove, or update billing methods, and appoint Coordinators at their discretion.

“Affiliate” means with respect to any entity, any other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of at least fifty percent (50%) of the voting equity of another entity, or the power to vote such voting equity, by contract or otherwise.

“Agreement” means collectively, these Terms and all Product Addenda, between the parties.

“Company User” means any individual for whom Company requests the Uber Service, and may be an Active User or a Guest User.

“Coordinator” means an individual employed by or working on behalf of Company who is authorized by an Administrator to request the Uber Service on behalf of Company Users.

“Designated Recipient” means any individual authorized by a Company User to provide information to and receive notifications from Uber Health, including but not limited to through short message service (“SMS”) and automated calls, regarding such Company User’s trip.

“Driver” means an independent third-party provider of on-demand ground transportation and/or logistics services using Uber technology under license from Uber Health or its Affiliates.

“End User Terms” means the terms and conditions applicable to all users of the Uber Service, including the rider terms, the community guidelines and the privacy notice, available at www.uberhealth.com/us/en/terms/ or at www.uber.com/legal, as may be updated by Uber or its Affiliates from time to time.

“Fees” means all User Charges and any applicable service or access fees Uber Health may charge for certain Health Products or for certain features and functionality.

“Guest User” means an individual who is not an Active User.

“Health Products” means Uber Health’s suite of enterprise products, which allow healthcare and other customers to request the Uber Service on behalf of their clients, customers, employees, patients, and/or other individuals.

“Personal Data” means any information provided by one Party to the other in connection with the Agreement relating to an identified individual or which can be reasonably used to identify an individual, or that may otherwise be considered “personal data” under applicable law.

“Trip Data” means Company User name, together with, request time and date, pick-up and drop off time and date, pick-up and drop-off location, trip route, real-time trip status, distance, duration, User Charges, service type, trip ID number and Driver data, such as, but not limited to, Driver first name, telephone number, vehicle description and license plate number.

“Uber App” means Uber’s mobile applications or mobile websites that allow users to access and use Uber’s products and services, as may be updated by Uber from time to time.

“Uber Health User Data” has the meaning set forth in section 4.3.

“Uber Personal Data” includes Trip Data, regardless of whether it is provided to Company via the Health Products or otherwise.

“Uber Rider Account” means an Uber Technologies Inc. (“Uber”) account in which the owner of the account has: (i) installed the Uber App on a compatible mobile device; (ii) registered for and currently maintains an active personal user account, which requires the entry of certain personally identifiable information and a personal credit card number; (iii) currently complies with the End User Terms; and (iv) confirmed the mobile number provided during the registration process.

“Uber Service” means Uber’s virtual marketplace platform that, when used in conjunction with the Health Products, serves as an intermediary between (a) the Company, looking for a certain type of service for Company Users (including, without limitation, ground transportation, logistics, delivery, food purchases and related food delivery services), and (b) independent third-party providers of such services.

“User Charges” means charges incurred by Company Users for the use of the Uber Service, including any applicable tolls, foreign transaction fees, taxes, and any other fees or charges that may be due for a particular use of the Uber Service.

2. SCOPE; PRODUCT ADDENDUM.

2.1. In connection with Company’s acceptance of these Terms, Company may also elect to utilize one or more Health Products. Company may elect to utilize a Health Product when creating a Corporate Account or at any time during the Term. By electing to use a Health Product, Company agrees to accept the relevant additional product terms for such Health Product (each, a “Product Addendum”) as follows:

Uber Health Dashboard: Companies wishing to utilize the Uber Health Dashboard are doing so by agreeing to these terms.

Uber Health Grocery Delivery Addendum: Companies wishing to utilize Grocery Delivery services are doing so by agreeing to these terms.

2.2. Company’s election to utilize a particular Health Product neither obligates nor restricts Company from utilizing any other Health Product. Any Product Addendum accepted and agreed to by Company is hereby expressly incorporated herein and constitutes part of these Terms.

3. TERM AND TERMINATION. 

This Agreement shall commence upon Company’s acceptance of the Agreement and shall remain in effect until terminated as set forth herein (the "Term"). Either party may terminate this Agreement or any Product Addendum with or without cause upon five (5) days’ advance written notice to the other party. Termination of one Product Addendum shall not terminate any other Product Addendum then in effect. All Product Addenda shall automatically terminate upon the termination of these General Terms. The terms and conditions of the Agreement that by their nature and context are intended to survive termination hereof will so survive, including, without limitation, all outstanding payment obligations in the Agreement, warranties, disclaimers, indemnification and limitation of liability.

4. ACCOUNT ADMINISTRATION.

4.1. Admin Portal and Access to Health Products. Upon execution of these Terms, Uber Health will establish Company’s Corporate Account that will enable Company to access the Admin Portal, which includes access to each Health Product that Company has agreed to utilize through a Product Addendum. The Administrator will be Uber Health’s contact with Company. Uber Health reserves the right to add, remove and update features and functionality of the Admin Portal at any time.

4.2. Administration. Company may appoint additional Administrators at its discretion. Company agrees to (a) maintain all Admin Portal and applicable Health Product login credentials in confidence, (b) follow current security best practices for its login credentials, such as two factor authentication and strong passwords, (c) only permit authorized Administrators to access the Admin Portal or Health Products, (d) maintain an accurate list of current Administrators and Coordinators authorized to request the Uber Service and incur User Charges, and (e) update as necessary, all information of the Administrators or Coordinators to ensure that it is current, accurate, and complete.

4.3. Company Users; Designated Recipients. (a) Prior to requesting the Uber Service on behalf of any Company User, Company shall obtain from the Company User and submit to Uber the following information with respect to such Company User: (i) first and last name; (ii) active mobile phone or landline number; (iii) gender, date of birth or other Personal Data; (iv) pick-up and drop-off location; and (v) pick-up time and other optional trip related data (e.g. billing code, room number, and message to driver) (“Uber Health User Data”), in order to permit Uber to confirm whether such Company User is an Active User or a Guest User. Company shall ensure that all data provided to Uber is accurate and complete, and Uber shall not be liable to Company, any Uber Health User or any other party with respect to inaccurate or incomplete data supplied by Company; (b) Company shall be solely responsible for contacting, or facilitating contact with, any Guest User for whom Company requests the Uber Service. Uber shall have no responsibility for contacting or providing messaging of any sort pursuant to these Terms of Use or any Product Addendum to any individual who is not an Active User; (c) Company acknowledges that any Uber Health User may be suspended or banned from use of the Uber Service due to future or past violations of the End User Terms or the Community Guidelines, as may be updated by Uber from time to time, ("Violations"), and that in those circumstances Uber shall have no obligation or liability to provide any such Uber Health User access to utilise the Uber Service; and (d) Company may provide to Uber the name and phone number of Designated Recipient(s) in order for Uber (at Uber’s sole discretion) to provide notifications and detailed trip information, including real-time trip status, regarding a Uber Health User’s trip to such Designated Recipient, including via SMS. Uber shall not be liable to Company, any Uber Health User, any Designated Recipient, or any other party with respect to inaccurate or incomplete information supplied by Company related to any Designated Recipient.

4.4 Company Privacy Compliance. Company agrees to have an applicable legal basis to disclose Uber Health User Data to Uber, and agrees to notify and obtain consent from each Company User: (i) to provide Uber Health User Data to Uber, which will be stored and processed in the United States of America; (ii) for Uber to track the real-time trip status; (iii) for Uber to provide Company and any Designated Recipients with detailed information on, and real-time trip status of, the rides charged to Company's Corporate Account; and (iv) to receive short message services (“SMS”) and emails from Uber, and for Uber to otherwise contact each Company User for the purpose of providing the Uber Service or to provide any communications pursuant to these Terms of Use and any Product Addendum.

4.6 Responsibility for User Activity. Company agrees that Company is solely responsible for all User Charges incurred by Administrators and Coordinators via the Corporate Account, including any User Charges due to Company’s failure to comply with section 4.2 above or any User Charges incurred due to fraudulent or other unpermitted activity by an Administrator, Coordinator or another third party using the Corporate Account to access Uber Services. Company shall notify Uber Health promptly upon discovery of fraudulent or unpermitted activity occurring under Company’s account.

4.7. Restrictions. Company agrees to use the Uber Service, Corporate Account, Admin Portal, and any of the services provided under an applicable Product Addendum solely as set forth in this Agreement. Company shall not, and shall not authorize others to (a) decompile, disassemble, reverse engineer or otherwise attempt to derive the source code or underlying technology, methodologies or algorithms of the Admin Portal, Uber Service, Health Products, or Uber App, except to the extent allowed by applicable law; (b) sublicense, lease, rent, sell, give, or otherwise transfer or provide the Admin Portal, Uber Service, Health Products, or Uber App, to any unaffiliated third party; (c) upcharge, increase, or otherwise modify the User Charges for any usage of the Uber Service; or (d) impose any additional fees or charges related to use of the Admin Portal, Uber Service, or any of the services provided under an applicable Product Addendum. Uber reserves all rights not expressly granted under the Agreement.

4.8. Territory. This Agreement allows Company to use the Health Products and the Uber Service in Canada only.

5. BILLING.

5.1. Fees. Company will pay Uber Health the Fees for the Uber Service and the applicable Health Product. User Charges may be subject to price changes at any time, including without limitation, occasional increases during periods of high demand as further described in the End User Terms.

5.2. Company Card. Company agrees to provide and maintain during the Term in connection with its Corporate Account a valid Company credit card number (the “Company Card”). All User Charges shall be paid in the ordinary course of use of the Uber Services through the Company Card at the end of each Company User’s trip, unless Company participates in Monthly Billing, in which case Company shall pay such Fees pursuant to section 5.3 below.

5.3. Monthly Billing. Uber Health may, in its sole discretion, qualify Company to receive, and Company may then elect to pay Fees, on a monthly basis incurred in connection with the applicable Health Product ("Monthly Billing"). If Company participates in Monthly Billing, Uber Health will bill Company for all Fees incurred for the applicable Health Products on a monthly basis (each, a “Monthly Statement”). Company shall pay each Monthly Statement in full within thirty (30) days of receipt of such Monthly Statement. Company acknowledges and agrees that Uber Technologies, Inc. may submit Monthly Statements and collect payments on behalf of Uber Health.

5.4. Currency. All User Charges shall be processed in the local currency applicable to the geography of the Company User’s applicable receipt of a ride, delivery service, or meal except in certain instances when Uber Health may process foreign transactions in Canadian dollars. All payments are nonrefundable except as may be expressly provided otherwise herein. Each party shall be responsible for its costs and expenses associated with its performance under the Agreement.

5.5. Account Suspension. Uber Health reserves the right to immediately suspend Company’s account and suspend any or all access to the Uber Service by all Company Users if any Fees are not paid by the Company Card or if Company is past due on any Monthly Statements. Uber Health further reserves the right to pursue any and all remedies available to it under applicable law, including reporting Company to applicable credit reporting agencies, in the event of any unpaid Fees. Reestablishing a Company account shall be at Uber’s sole discretion. All late payments shall accrue simple interest on the sum due from the date such payment was originally due until the date of actual payment, at 18% annually (calculated at 1.5% per month) or the maximum allowed by applicable law.

6. PROPRIETARY RIGHTS.

6.1. License to Marks; Restrictions. The term “Marks” shall mean the trademarks, service marks, trade names, logos, slogans and other identifying symbols and indicia of a party (“Licensor”). Each party hereby grants to the other party (“Licensee”), solely during the Term, a limited, royalty-free, non-exclusive, non-transferable, non-assignable license, without the right to sublicense, to use and display the Licensor’s Marks only as expressly permitted by the other party in writing in each instance. All use of a Licensor’s Marks by Licensee will be in the form and format approved by Licensor, and Licensee will not otherwise use or modify Licensor’s Marks without Licensor’s prior written consent. All goodwill related to Licensee’s use of Licensor’s Marks shall inure solely to the benefit of Licensor. Marks will at all times remain the exclusive property of the respective Licensor. Except as expressly set forth herein, Licensor does not, and shall not be deemed to, grant Licensee any license or rights under any intellectual property or other proprietary rights. All rights not granted herein are expressly reserved by Licensor.

6.2. No Development. EACH PARTY ACKNOWLEDGES AND AGREES THAT NEITHER PARTY SHALL DEVELOP ANY TECHNOLOGY, CONTENT, MEDIA, OR OTHER INTELLECTUAL PROPERTY FOR THE OTHER PARTY PURSUANT TO THE AGREEMENT. The parties shall enter into a separate written agreement, as necessary, to govern any development activities relating to any technology, content, media, or other intellectual property prior to the commencement of any such activities.

6.3. Ownership. Uber and its Affiliates are and shall remain the owners of all right, title and interest in and to the Admin Portal, Uber Service, Uber App, Health Products, and Uber Personal Data (including, without limitation, Trip Data) including any updates, enhancements and new versions thereof, all data related to the use of the Admin Portal and Uber Services, and all related documentation and materials provided or made available to Company in connection with the Agreement.

6.4. No Publicity. Other than as expressly set forth herein, neither party may use or reference the other party’s name, logo, trademarks or service marks in a press release or otherwise without the prior consent of such other party in each instance.

7. CONFIDENTIALITY. 

7.1. Definition of Confidentiality. The term “Confidential Information” shall mean any confidential or proprietary business, technical or financial information or materials of a party (“Disclosing Party”) provided to the other party (“Receiving Party”) in connection with the Agreement, whether orally or in physical form, and shall include the terms of the Agreement. However, Confidential Information shall not include information (a) previously known by Receiving Party without an obligation of confidentiality, (b) acquired by Receiving Party from a third party which was not, to Receiving Party's knowledge, under an obligation of confidentiality, (c) that is or becomes publicly available through no fault of Receiving Party, or (d) that Disclosing Party provides written permission to Receiving Party to disclose, but only to the extent of such permitted disclosure. Uber Health’s Confidential Information includes Uber Personal Data.

7.2. Restrictions. Receiving Party agrees that (a) it will use Confidential Information solely for the purposes permitted under the Agreement and (b) it will not disclose the Confidential Information to any third party other than Receiving Party’s Affiliates, directors, officers, employees, consultants, or agents who are bound by obligations of nondisclosure and restricted use at least as strict as those contained herein. Company will not disclose any Uber Health Confidential Information, including any Uber Personal Data, nor disclose Uber Health’s pricing or fares associated with Trip Data to a competitor of Uber Health or its Affiliates. Company will not rent or sell Uber Personal Data for any purpose not authorized by Uber Health. In the event Receiving Party receives a subpoena, administrative or judicial order, or any other request for disclosure of any Confidential Information of Disclosing Party, Receiving Party will give Disclosing Party prompt written notice of such subpoena, order or request and allow Disclosing Party to assert any available defenses to disclosure.

7.3. Confidential Information Security. Receiving Party will protect the Disclosing Party’s Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information, but in no event using less than a reasonable standard of care.

8. PRIVACY AND SECURITY. 

Each Party is an independent controller of their Personal Data and may have additional legal obligations when collecting, retaining, using or disclosing Personal Health Information (“PHI”). Each Party shall comply with the obligations applicable to it under applicable privacy data protection laws, including but not limited to PIPEDA and any applicable provincial privacy or health privacy law with respect to the collection, use, processing or disclosure of Personal Data and/or PHI. With respect to any data that Company provides to Uber Health that is personal data under applicable law, Uber Health shall implement appropriate technical and organizational measures to protect such data against unauthorized or unlawful processing and against unauthorized loss, destruction, damage, alteration, or disclosure (each instance, a “Information Security Incident”). Company shall implement appropriate technical and organizational measures to protect Uber Personal Data against Information Security Incidents. Company shall promptly notify Uber Health in the event that Company learns or has reason to believe that an Information Security Incident has occurred in relation to Uber Personal Data and will provide all information, as reasonably requested by Uber Health related to such Security Incident.

9. WARRANTIES; DISCLAIMER.

9.1. Mutual Warranties. Each party hereby represents and warrants that (a) it has full power and authority to enter into the Agreement and perform its obligations under the Agreement, (b) such party’s acceptance of the Agreement, as well as such party’s performance of the obligations set forth in the Agreement, does not and will not violate any other agreement to which such party is a party, (c) it is in compliance and shall remain in compliance during the Term, with all applicable laws, rules and regulations, (d) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin, and (e) such party’s Marks as provided by such party pursuant to this Agreement will not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third party.

9.2. Company Warranties. 

9.2.1. Consents from Company Users. Company represents and warrants that prior to requesting the Uber Service on behalf of a Company User, Company will obtain all necessary rights, permissions and legally adequate consents from all Company Users (i) to share any such Company User’s personal data with Uber Health and its Affiliates in connection with the Uber Service and billing; (ii) for Company User to receive SMS messages or automated calls from Uber Health, or for Uber Health to otherwise contact the Company User for the purpose of providing the Uber Service or to provide any communications pursuant to the Agreement; (iii) for Uber Health to provide Company with Trip Data including real-time trip status of, the trips charged to the Corporate Account; (iv) to share information regarding such Company User’s trip with Designated Recipient(s); and (v) to allow Uber Health to communicate with Company User’s Designated Recipient(s) regarding trips taken by such Company User, including to provide customer service in connection with such trips.

9.2.2. Confidential Information. Company represents and warrants that it will: (a) comply with the confidentiality obligations set forth in section 7 (Confidentiality), (b) not disclose any PHI to Drivers, whether through the Health Products or otherwise, and (c) only disclose the minimum necessary PHI to Uber Health and its Affiliates as required for Uber Health to provide the services and products described in this Agreement.

9.2.3. Company User Requirements. Company represents and warrants that it is solely responsible for: (i) deciding a Company User’s eligibility to use the Uber Service; (ii) requesting the form of transport that is most suitable for a Company User; and (iii) deciding how transportation options are made available to Company Users. Customer represents and warrants that it will only request the Uber Service for non-emergency purposes, and will comply with all applicable requirements, including age requirements, in the End User Terms.

9.2.4. Federal Contracts. Company represents and warrants that (i) it is not using the Uber Service for purposes necessary to the performance of any federal government contract or subcontract, and (ii) that Uber Health is not assuming any portion of Company’s obligations under any federal government contract, subcontract or federal grant.

9.4. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, UBER HEALTH AND ITS AFFILIATES PROVIDE THE UBER SERVICE, HEALTH PRODUCTS, AND UBER APP “AS IS” AND WITHOUT WARRANTY. UBER HEALTH AND ITS AFFILIATES DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE UBER SERVICE, HEALTH PRODUCTS, OR UBER APP WILL MEET COMPANY’S REQUIREMENTS OR THAT THE OPERATION OF THE UBER SERVICE, HEALTH PRODUCTS, OR UBER APP WILL BE UNINTERRUPTED OR ERROR FREE. UBER HEALTH AND ITS AFFILIATES HEREBY DISCLAIM ALL OTHER WARRANTIES WITH RESPECT TO THE AGREEMENT, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION; (A) ANY IMPLIED OR STATUTORY WARRANTIES COVERING THE UBER SERVICE, HEALTH PRODUCTS, OR THE UBER APP; AND (B) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY ACKNOWLEDGES AND AGREES THAT THE UBER SERVICE IS A TECHNOLOGY SERVICE THAT ENABLES ACCESS TO REQUEST ON-DEMAND GROUND TRANSPORTATION AND LOGISTICS SERVICES PROVIDED BY DRIVERS. UBER HEALTH AND ITS AFFILIATES ARE NOT TRANSPORTATION, HEALTHCARE OR LOGISTICS PROVIDERS. UBER HEALTH AND ITS AFFILIATES DO NOT GUARANTEE AVAILABILITY OF TRANSPORTATION OR LOGISTICS SERVICES, ON-TIME ARRIVALS OR DEPARTURES THEREOF, OR ANY OTHER SERVICES LEVELS RELATED TO DRIVERS THAT MAY BE OBTAINED VIA THE UBER SERVICE.

10. INDEMNIFICATION.

10.1. To the fullest extent permitted by law, each party (the “Indemnifying Party”) will indemnify, defend, and hold harmless the other party (the “Indemnified Party”), its Affiliates, and its and their respective directors, officers, employees, agents, successors, and assigns from and against any and all liabilities, damages, losses, costs, and expenses (including reasonable outside attorney fees) with respect to any third-party claim, suit, action, or proceeding (each, a “Claim”) arising out of or related to (a) a breach (or allegation that, if true, would be a breach) of any of the Indemnifying Party’s representations or warranties in the Agreement, or (b) the infringement of a third party’s intellectual property rights by the Indemnifying Party’s Marks, but only if such Marks have been used by the Indemnified Party in the manner approved by the Indemnifying Party.

10.2. The Indemnified Party shall provide prompt notice to the Indemnifying Party of any potential Claim subject to indemnification hereunder. Any delay in notification by the Indemnified Party will not relieve the Indemnifying Party of its obligations, except to the extent that such delay materially prejudices the Indemnifying Party’s ability to defend against such Claims. The Indemnifying Party will assume the defense of the Claim through counsel designated by it and reasonably acceptable to the Indemnified Party. The Indemnifying Party will not settle or compromise any Claim, or consent to the entry of any judgment, without written consent of the Indemnified Party, which will not be unreasonably withheld. The Indemnified Party will reasonably cooperate with the Indemnifying Party in the defense of a claim, at Indemnifying Party’s reasonable expense.

11. LIMITS OF LIABILITY.

11.1. OTHER THAN WITH RESPECT TO (i) A PARTY’S INDEMNIFICATION OBLIGATIONS IN THE AGREEMENT, (ii) DAMAGES ARISING FROM EITHER PARTY’S BREACH OF THE CONFIDENTIALITY OBLIGATIONS SET FORTH IN THE AGREEMENT, INCLUDING SECTION 7 HEREIN, (iii) DAMAGES ARISING FROM EITHER PARTY’S BREACH OF THE REPRESENTATIONS OR WARRANTIES SET FORTH IN THE AGREEMENT, INCLUDING SECTION 9 HEREIN , OR (iv) DAMAGES ARISING FROM EITHER PARTY’S BREACH OF THE OBLIGATIONS SET FORTH IN SECTION 6 HEREIN (PROPRIETARY RIGHTS), AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; IN NO EVENT SHALL UBER HEALTH, UBER HEALTH’S AFFILIATES, OR COMPANY BE LIABLE: (A) FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF BUSINESS OR PROFITS, SUFFERED BY THE OTHER PARTY OR ANY THIRD PARTY ARISING OUT OF THE AGREEMENT, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF UBER HEALTH, ANY OF UBER HEALTH’S AFFILIATES, OR COMPANY (OR THEIR AGENTS) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND, (B) UNDER THE AGREEMENT FOR ANY DIRECT DAMAGES IN AN AMOUNT EXCEEDING FIFTY THOUSAND DOLLARS ($50,000).

11.2. EACH PARTY ACKNOWLEDGES THAT THE FOREGOING LIMITATIONS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN THE PARTIES, AND THAT IN THE ABSENCE OF SUCH LIMITATIONS, THE FEES AND OTHER TERMS SET FORTH IN THE AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

12. GENERAL.

12.1. Governing Law. The Agreement shall be exclusively governed by and construed in accordance with the laws of the province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles.

12.2. Arbitration Requirement: Unless prohibited by law, all disputes arising out of or relating in any way to: i) these Uber Health Terms, ii) the Services, or iii) advertisements, promotions or oral or written statements related ot the Services, will be finally and conclusively adjudicated and resolved by arbitration under the Arbitration Rules (“ADRIC Rules”) of the ADR Institute of Canada, Inc. (“ADRIC”), except as modified here. The arbitration will be in English or French as you choose. The arbitration may be held anywhere the arbitrator considers appropriate, including remotely by telephone or internet. The ADRIC Rules are available by, for example, searching www.google.ca to locate “ADRIC Arbitration Rules” or by clicking here. You can also contact ADRIC at 1-877-475-4353 or www.adric.ca. You will have to pay some fees to arbitrate, as described in the ADRIC Rules. However, before beginning the arbitration, the party with the claim will first try to informally negotiate with the other party, in good faith, a resolution of the dispute for not less than 30 days but no more than 45 days unless extended by agreement. During the negotiation period, any otherwise applicable limitation period will be tolled (temporarily suspended). Nothing here prevents you from filing a claim with a government agency. Where you allege claims of sexual assault or sexual harassment, you may choose to bring those specific claims in court instead of arbitration. Uber Rasier Canada Inc. agrees to honour your choice of forum with respect to your individual sexual harassment or sexual assault claim but in doing so Uber Rasier Canada Inc. does not waive the enforceability of any other part of this section 12. This arbitration requirement survives: (i) the termination of this Agreement and (ii) the bankruptcy of any party. If any part of it is deemed invalid or unenforceable, the other parts remain in force. Where mandatory arbitration is prohibited by law, any action or proceeding arising out of this Agreement will be instituted in the courts of the Province of Ontario located in the City of Toronto, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding.

12.3. Health Care Programs. For purposes of Uber Health’s compliance program, Company will notify Uber Health in writing: (a) if it is a government or quasi-government entity, or otherwise owned, controlled by, or created by a government entity, or (b) if it intends to seek reimbursement from any provincial or federal healthcare program for the Health Products or otherwise use any provincial or federal funds to meet its payment obligations under this Agreement (each a “Program”). Unless otherwise agreed to in writing, nothing in this Agreement is intended to subject Uber Health or its Affiliates to any statutory or regulatory requirements or obligations that are not specifically referenced in the Agreement or that would otherwise apply to a provider, supplier, or other entity participating in a Program.

12.4. Affiliates. The parties hereby acknowledge and agree that Company and each of its Affiliates may utilize the same Admin Portal and any of the services provided under a Product Addendum upon acceptance of these Terms and the applicable Product Addendum. Any such Affiliate shall be bound by all of the terms and conditions applicable to Company under the Agreement, and entitled to all rights and protections afforded Company under the Agreement, provided, however, Company shall continue to bear legal responsibility for all acts or omissions of such Affiliate. The parties further acknowledge and agree that any services to be rendered under this Agreement and any applicable Product Addendum may be performed by Uber Health directly, or by any of Uber’s Affiliates.

12.5. Notices. Any notice required or permitted to the parties under this Agreement will be deemed to have been duly given only if in writing and delivered: by certified mail with return receipt requested, by overnight courier with postage prepaid, or by hand delivery, to the address of the receiving party as set forth below, to the attention of the persons designated below for the receiving party. Notices will be deemed received five (5) business days after being mailed or the next business day if delivery is via overnight courier, or the same business day if delivery is by hand delivery during a business day before 5:00 PM local time or the next business day if not during a business day before 5:00 PM. All notices to Company shall be delivered to the address provided during account setup or the email address of the admin account on file. Notices to Uber Rasier Canada Inc. should be provided to 121 Bloor Street E., Suite 1600, Toronto, ON M4W 3M5, Attn: Legal, with a copy to transactionslegalnotices@uber.com. Either party may change its notice address by providing written notice of such change to the other party in conformity with this section.

12.6. Force Majeure. Nonperformance of either party under the Agreement shall be excused to the extent and during the period that performance is rendered impossible by strike, fire, flood, hurricane, earthquakes, other natural disaster, governmental acts or orders or restrictions, failure of suppliers, or contractors, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party (“Force Majeure Event”). The affected party will promptly notify the other party upon becoming aware that any Force Majeure Event has occurred or is likely to occur and will use commercially reasonable efforts to minimize any resulting delay in or interference with the performance of its obligations under the Agreement.

12.7. Severability, Assignment and other Miscellaneous Terms. If any provision or provisions of the Agreement, in whole or in part, is determined to be invalid, illegal or unenforceable by ruling of an arbitrator or court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions and/or Product Addenda shall not in any way be affected or impaired thereby. The Agreement is not transferable and may not be assigned by either party, in whole or in part, without the prior written consent of the other party, provided that both parties may assign the Agreement without such consent, but with notice to the other, in connection with a merger or a sale of all of the equity or assets of either party. Notwithstanding the foregoing, Uber Health may assign the Agreement to an Affiliate without notice or the prior written consent of Company. Subject to the foregoing, the Agreement shall be binding upon all successors and assigns of a party. Section headings are for convenience only and shall not be considered in the interpretation of the Agreement. Uber Health and Company are and shall remain independent contractors. Neither party is the representative or agent of the other and neither party shall have any power to assume any obligations on behalf of the other. The failure of either party to enforce, at any time or for any period of time, the provisions hereof, or the failure of either party to exercise any option herein, shall not be construed as a waiver of such provision or option and shall in no way affect that party’s right to enforce such provisions or exercise such option.

12.8. Non-Discrimination. Company shall not, in its use of the Uber Service or any Health Product under the Agreement, discriminate against any Company User, employee, volunteer, participant, or individual on the basis of race, colour, gender, pregnancy, marital status, familial status, sexual orientation, gender identity or expression, religion, ancestry, national origin, disability, or age or other protected grounds except that programs may target beneficial services for specific participant groups, as agreed upon between Uber Health and Company. Company acknowledges and agrees that upon Uber Health’s receipt of evidence of Company’s discrimination under any of these categories, Uber Health shall have the right to immediately terminate the Agreement following notice to Company.

12.9. Tax. Each party shall be responsible for the payment of its own tax liability arising from these General Terms or any Product Addendum.